G Mining Ventures Mails Joint Management Information Circular Special Committee and Board of Directors unanimously recommend that Shareholders vote FOR the Arrangement with Reunion Gold
TSX: GMIN
OTCQX: GMINF
All amounts are in USD unless stated otherwise
- Annual general and special shareholders meeting to be held on
July 9, 2024 , to approve the Arrangement with Reunion Gold - GMIN Special Committee and Board unanimously recommend voting FOR the Arrangement
- Voting support agreements signed by GMIN insiders and shareholders who in the aggregate own approximately 60% of GMIN common shares outstanding
- La Mancha and Franco-Nevada making concurrent equity investment of up to
$60 million priced atC$2.279 /share, in addition to La Mancha's intention to purchase up to$10 million of GMIN shares in the open market (once the circular is filed).
Concurrently, Reunion Gold Corporation ("Reunion Gold") has filed the joint management information circular and related materials for its annual general and special meeting of securityholders to be held on
At the Meeting, GMIN Shareholders will be asked to consider and vote on, among other things, a special resolution (the "Arrangement Resolution") approving a statutory plan of arrangement, subject to the terms and conditions of an arrangement agreement dated
Pursuant to the Arrangement Agreement, a new entity will be incorporated to hold and manage the combined business of GMIN and Reunion Gold ("New GMIN"), which will acquire (i) all of the issued and outstanding common shares in the capital of GMIN (each whole share, a "GMIN Share") and (ii) all of the issued and outstanding common shares in the capital of Reunion Gold (each whole share, a "Reunion Gold Share") by way of a proposed plan of arrangement under Section 192 of the Canada Business Corporations Act, in an all-equity business combination transaction (the "Arrangement").
Immediately following the completion of the Arrangement:
- GMIN Shareholders will receive 0.25 of a common share of New GMIN (each whole share, a "New GMIN Share") for each GMIN Share held;
- Holders of Reunion Gold Shares (the "Reunion Gold Shareholders") will receive 0.07125 of a New GMIN Share and 0.05 of a common share of
Spinco for each Reunion Gold Share held; - Reunion Gold will assign and transfer to Spinco all of its assets other than the
Oko West Project , includingC$15 million in cash which GMIN has agreed to fund; - Existing GMIN Shareholders and Reunion Gold Shareholders will own approximately 57% and 43%, respectively, of New GMIN on a fully-diluted in-the-money basis prior to the concurrent equity financing; and
- New GMIN and Reunion Gold Shareholders will own 19.9% and 80.1%, respectively, of the outstanding common shares of
Spinco .
The Arrangement will require approval by (i) at least two-thirds (66.67%) of the votes cast by GMIN Shareholders present in person or represented by proxy at the Meeting, (ii) a majority of the votes cast by GMIN Shareholders present in person or represented by proxy at the Meeting, excluding the votes attached to the GMIN Shares held by La Mancha Investments S.à r.l. ("La Mancha") and its related parties and joint actors in accordance with Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions; and (iii) pursuant to Sections 611(c) and 611(g) of the TSX Company Manual, a majority of the votes cast by the GMIN Shareholders present in person or represented by proxy at the Meeting.
Directors and members of senior management of GMIN, as well as GMIN's three largest shareholders, La Mancha, Eldorado Gold Corporation and Franco-Nevada Corporation ("Franco-Nevada"), who in aggregate own approximately 60% of the outstanding GMIN Shares, have entered into voting support agreements pursuant to which they have agreed to vote their shares in favor of the Arrangement and any other transactions contemplated by the Arrangement Agreement.
The GMIN Special Committee of the Board and its Board of Directors (subject to abstentions by those directors who are not independent of the relevant transactions) unanimously recommend that GMIN Shareholders vote FOR the Arrangement Resolution.
GMIN Private Placements
Subject to the terms and conditions of subscription agreements entered into between GMIN and each of La Mancha and Franco-Nevada, the approval by the GMIN Shareholders at the Meeting and the approval of the
La Mancha also intends to purchase up to an additional
The price per GMIN Share under the GMIN Private Placements is expected to be
The closing of the GMIN Private Placements is subject to the subscription price payable thereunder being approved by a majority of the votes cast by the GMIN Shareholders present in person or represented by proxy at the Meeting, excluding the votes attached to the GMIN Shares held by La Mancha and Franco-Nevada and their associates and affiliates (the "GMIN Private Placements Resolution").
Receipt of Interim Order
GMIN is also pleased to announce that the
Completion of the Arrangement remains subject to, among other things, the approval of the Arrangement Resolution at the Meeting, applicable regulatory approvals (including the TSX approval) and receipt of the final order of the Court for the Arrangement. The Corporation anticipates the Arrangement to close on or about
Other Matters to be Considered at the Meeting
In addition to the Arrangement Resolution and the GMIN Private Placements Resolution, the Meeting will be held for the following purposes:
- to receive and consider the annual consolidated financial statements of GMIN for the financial year ended
December 31, 2023 and the external auditors' report thereon; - to elect the directors of GMIN for the ensuing year;
- to appoint PricewaterhouseCoopers LLP as the independent auditors of GMIN and to authorize the directors to fix the auditors' compensation;
- to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution ratifying and confirming certain amendments to the by-laws of GMIN; and
- to transact such further or other business as may properly come before the Meeting and any adjournments or postponements thereof.
GMIN has obtained the approval of the Court and the TSX to postpone its annual general meeting beyond
Mailing of the Circular and related meeting materials has commenced and GMIN Shareholders should receive them shortly. All of the meeting materials can be downloaded from GMIN's website at https://gmin.gold/en-US/investors/AGM and also from GMIN's issuer profile on SEDAR+ at www.sedarplus.ca.
Voting
If you have any questions or need more information about voting your GMIN Shares, please contact GMIN's strategic shareholder advisor and proxy solicitation agent,
About
Additional Information
For further information on GMIN, please visit the website at www.gminingventures.com.
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact, contained in this press release constitute "forward-looking information" and "forward-looking statements" within the meaning of certain securities laws and are based on expectations and projections as of the date of this press release. Forward-looking statements contained in this press release include, without limitation, those related to (i) the Meeting to be held on
Forward-looking statements are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Such
assumptions include, without limitation, those underlying the statements in the "About
Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that, notably but without limitation, the Corporation will (i) bring the
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in the Corporation's other filings with the securities regulators of
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